<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 11-K
ANNUAL REPORT
____________________
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
____________________
For the Period Ended October 1, 1999
_____________________
JONES INTERCABLE, INC. ET AL PROFIT SHARING/RETIREMENT PLAN
Commission File No. 33-52813
______________________
Jones Intercable, Inc. et al Profit Sharing/Retirement Plan
9697 East Mineral Avenue
Englewood, CO 80112
(303) 705-3420
(Name of issuer of securities held pursuant to the plan and address of its
principal executive office)
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<PAGE>
JONES INTERCABLE, INC. ET AL
----------------------------
PROFIT SHARING/RETIREMENT PLAN
------------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
----------------------------------------------
OCTOBER 1, 1999 AND DECEMBER 31, 1998
-------------------------------------
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits as of
October 1, 1999 and December 31, 1998 2
Statement of Changes in Net Assets Available for Plan Benefits
For the Period from January 1, 1999 through October 1, 1999 3
NOTES TO FINANCIAL STATEMENTS 4-8
SUPPLEMENTAL SCHEDULE:
Schedule I: Item 27d-Schedule of Reportable Transactions
for the Period from January 1, 1999 through
October 1, 1999 9
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
JONES INTERCABLE, INC. et al PROFIT SHARING/RETIREMENT PLAN:
We have audited the accompanying statements of net assets available for plan
benefits of the JONES INTERCABLE, INC. et al PROFIT SHARING/RETIREMENT PLAN (the
"Plan") as of October 1, 1999 and December 31, 1998, and the related statement
of changes in net assets available for plan benefits for the period from January
1, 1999 through October 1, 1999. These financial statements and the schedule
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As further discussed in Note 1, the Plan was merged into the Comcast Corporation
Retirement-Investment Plan effective October 1, 1999.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of October 1, 1999 and December 31, 1998, and the changes in net assets
available for plan benefits for the period from January 1, 1999 through October
1, 1999, in conformity with accounting principles generally accepted in the
United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of reportable
transactions for the period from January 1, 1999 through October 1, 1999, is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Denver, Colorado,
March 24, 2000.
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JONES INTERCABLE, INC. ET AL
----------------------------
PROFIT SHARING/RETIREMENT PLAN
------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
AS OF OCTOBER 1, 1999 AND DECEMBER 31, 1998
-------------------------------------------
<TABLE>
<CAPTION>
October 1, December 31,
1999 1998
----------- ------------
ASSETS:
<S> <C> <C>
Investments (Notes 1, 2 and 3)-
Pooled separate accounts $ - $31,958,423
Unallocated insurance contracts - 20,097,871
JIC Class A Common Stock - 3,907,680
Participant loans - 2,814,480
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Total investments - 58,778,454
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Receivables-
Contributions receivable - 317,157
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Total receivables - 317,157
----------- -----------
Total assets - 59,095,611
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ - $59,095,611
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</TABLE>
The accompanying notes are an integral part of these statements.
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JONES INTERCABLE, INC. ET AL
----------------------------
PROFIT SHARING/RETIREMENT PLAN
------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 1, 1999
------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Interest $ 755,816
Loan repayment interest 127,923
Net appreciation in fair value of
investments (Note 3) 2,725,860
-----------
Total investment income 3,609,599
-----------
Contributions-
Employee 3,622,906
Employer 1,456,578
Transferred assets 169,640
Rollover 76,530
Other 9,148
-----------
Total contributions 5,334,802
-----------
Total additions 8,944,401
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits and distributions paid to participants (8,515,231)
-----------
Total deductions (8,515,231)
-----------
Net increase 429,170
TRANSFERS TO OTHER PLANS (Note 1) (59,524,781)
-----------
Total plan activity (59,095,611)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period 59,095,611
-----------
End of period $ -
===========
The accompanying notes are an integral part of this statement.
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JONES INTERCABLE, INC. ET AL
----------------------------
PROFIT SHARING/RETIREMENT PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
OCTOBER 1, 1999 AND DECEMBER 31, 1998
-------------------------------------
1. DESCRIPTION OF THE PLAN:
------------------------
General
- -------
The following description of the Jones Intercable, Inc. et al Profit
Sharing/Retirement Plan (the "Plan") provides only general information.
Participants should refer to the plan document for a more complete description
of the Plan's provisions.
On November 1, 1983, Jones Intercable, Inc. ("JIC") established the Plan. The
Plan trustee was CG Trust Company, a wholly owned subsidiary of Connecticut
General Life Insurance Company ("Connecticut General"). The Plan was open to
eligible employees of JIC and its subsidiaries as well as to eligible employees
of an affiliate of JIC, Jones International, Ltd., and its subsidiaries
(collectively referred to as the "Employer"). An employee was eligible to
participate in the Plan upon completion of six months of service, as defined in
the plan document.
The Plan was established under the provisions of Section 401(a) of the Internal
Revenue Code ("IRC"), and included a qualified deferred arrangement as described
in Section 401(k) of the IRC, for the benefit of eligible employees. The Plan
was subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"). Benefits under the Plan were not guaranteed by the Pension
Benefit Guaranty Corporation.
Transfer of the Plan Assets and Merger of the Plan
- --------------------------------------------------
Effective April 1, 1999, the account balances of eligible employees of Jones
International, Ltd. were transferred into the Jones International, Ltd.
Retirement Savings Plan (the "Jones International Plan"). These participants
became participants of the Jones International Plan as of the effective date.
Approximately $7,020,000 in assets were transferred to the Jones International
Plan and are included in "Transfers to Other Plans" in the accompanying
statement of changes in net assets available for plan benefits.
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition of a
controlling interest in JIC. As a result of this transaction, JIC became a
publicly-traded subsidiary of Comcast Cable Communications, Inc., a wholly owned
subsidiary of Comcast. On March 2, 2000, the shareholders of JIC approved a
merger pursuant to which Comcast acquired all of the remaining shares of JIC not
then owned by Comcast. As a result, JIC was merged with and into Comcast JOIN
Holdings, Inc., a wholly-owned subsidiary of Comcast, on that date and Comcast
JOIN Holdings, Inc. is the successor of JIC.
The Board of Directors of JIC and Comcast resolved to merge the Plan into the
Comcast Corporation Retirement-Investment Plan (the "Comcast Plan") effective
October 1, 1999. No contributions were made to the Plan with respect to
compensation paid for any period after September 15, 1999. Effective on the
merger date all remaining assets and liabilities of the Plan became assets and
liabilities of the Comcast Plan. The transfer is shown on the accompanying
statement of changes in net assets available
-4-
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for plan benefits as "Transfers to Other Plans" and approximated $52,505,000.
Contributions
- -------------
Participants could enter into a Salary Reduction Agreement in which they elected
to defer any whole percentage from 1% to 16% of their compensation, as defined
in the Plan ($10 minimum per pay period). The Employer matched 50% of the
employee contributions up to a 6% participant deferral, with a minimum match of
$20 per employee per pay period. Total deferrals on behalf of any participant
were limited under the IRC ($10,000 in 1999). Total annual additions on behalf
of any participant were limited to the lesser of 25% of compensation or $30,000.
Annual additions are defined as employee contributions, employer contributions
and forfeitures.
Participant Accounts
- --------------------
Participant accounts were credited with (1) employee deferral contributions, (2)
Employer matching contributions and (3) Plan earnings or losses. Earnings from
investment funds were allocated according to the plan document.
Vesting and Payment of Benefits
- -------------------------------
Participants were immediately 100% vested in both their own contributions and
the Employer matching contributions. The entire participant account balance
became payable upon termination, death, retirement or disability and could be
received in a lump sum or installments, within certain limitations.
Participants who attained age 59 1/2 could withdraw all or a portion of their
account balance. In addition, hardship withdrawals were available under certain
circumstances.
Participant Loans
- -----------------
In accordance with the Plan, participants were entitled to borrow funds from
their account under certain circumstances as allowed by the Internal Revenue
Service ("IRS"). The loans were limited to the lesser of $50,000 or 1/2 of the
vested amount in a participant's account. The loans earned interest at prime
plus 1/2%, and the term was not to exceed five years, unless the loan was used
to acquire, construct, reconstruct or substantially rehabilitate a dwelling
which was used as the principal residence of the participant, in which case the
maximum term was ten years. Each loan was collateralized by the assignment of
the borrower's collateral promissory note for the amount of the loan. In the
event that a distribution was due to the participant borrower, the unpaid loan
balance together with any interest due thereon, became due and payable and the
Plan Administrator first satisfied any and all due indebtedness from the
participant's account before making payment to the participant or the
participant's beneficiary, if applicable. Approximately $960,000 of loans were
issued during the period from January 1, 1999 through October 1, 1999.
Investment Options
- ------------------
Participants' accounts could be invested in the following investment portfolio
accounts maintained by Connecticut General. The Plan's committee adopted a
written investment policy, and the following funds were selected in accordance
with that policy.
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CIGNA Guaranteed Long Term Account
----------------------------------
The assets in this account were primarily invested in bonds, mortgages and
real estate with fixed rates of return. Guaranteed rates of return were
fixed periodically for this account.
CIGNA Stock Market Index Account
--------------------------------
This account, a common stock fund, was a pooled account investing primarily
in S&P 500 common stocks and futures. The investment or reinvestment of such
assets was made by Connecticut General to conform the composition of the
account to the composition of the S&P 500 index.
JIC Class A Common Stock Account
--------------------------------
This account allowed participants to invest in shares of JIC Class A Common
Stock, which was publicly-traded on the NASDAQ exchange under the symbol
JOINA. See above.
Fidelity Growth Opportunities Account
-------------------------------------
This account was a Connecticut General separate account that invested wholly
in the Fidelity Growth Opportunities Fund. This fund sought to provide
capital growth by investing primarily in common stocks and securities
convertible into common stock.
Founders Balanced Account
-------------------------
This account was a Connecticut General separate account which invested wholly
in the Founders Balanced Fund. This fund sought current income and capital
appreciation by investing in individual securities that had the potential to
provide superior results over time.
Fidelity Contrafund Account
---------------------------
This Fidelity account was a Connecticut General separate account which
invested wholly in the Fidelity Contrafund. This fund sought capital
appreciation by focusing on companies that were currently out of public
favor.
INVESCO Dynamics Account
------------------------
This account was a Connecticut General separate account which invested wholly
in the INVESCO Dynamics Fund. This fund sought capital appreciation through
an aggressive investment approach. The fund invested in a multitude of
companies in various industries, thus seeking to achieve better-than-average
capital growth.
Janus Worldwide Account
-----------------------
This account was a Connecticut General separate account which invested wholly
in the Janus Worldwide Fund. This fund sought long-term growth of capital in
a manner consistent with the preservation of capital by investing in foreign
as well as domestic securities.
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2. SUMMARY OF ACCOUNTING POLICIES:
-------------------------------
Basis of Accounting
- --------------------
The accompanying financial statements of the Plan were prepared using the
accrual basis of accounting. The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States
requires the Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could differ
from these estimates.
New Accounting Pronouncement
- ----------------------------
In 1999, the Accounting Standards Executive Committee of the American Institute
of Public Accountants issued Statement of Position 99-3 "Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other Disclosure
Matters" ("SOP 99-3") which eliminates the requirement for a defined
contribution plan to disclose participant directed investment programs. SOP
99-3 was early adopted for the accompanying financial statements, and as such,
the 1998 financial statements have been appropriately reclassified to eliminate
the participant directed fund investment program disclosures.
Valuation of Investment Contracts
- ---------------------------------
Investments in the CIGNA Guaranteed Long Term Account were fully benefit-
responsive and were carried at contract value. Contract value represents
contributions made, plus interest at the contract rate and transfers, less
distributions. Under the terms of the investment contracts, the crediting
interest rate was determined semi-annually based on the insurance company's
applicable rate schedule. The average yield of the investment contracts for the
period from January 1, 1999 through October 1, 1999 was 6.05%. The crediting
interest rate for the investment contracts held as of December 31, 1998 was
5.85%. The crediting interest rate for the period from January 1, 1999 through
October 1, 1999 was 5.65%. The fair value of the investment contracts held as
of December 31, 1998 approximated contract value.
Investments and Income Recognition
- ----------------------------------
Investments were carried at fair value, with the exception of the CIGNA
Guaranteed Long Term Account, which was valued at contract value as noted above.
Net appreciation/depreciation in the fair value of investments was determined as
the difference between market value at the beginning of the year (or date
purchased during the year) and selling price or year end market value. Cost in
the supplemental schedule was determined based on the original cost to acquire
the asset.
Expenses
- --------
All costs incurred in the administration of the Plan were paid by the Employer.
All costs associated with the purchase of JIC Class A Common Stock (i.e. broker
costs) were paid by the participants effecting the purchase.
Benefits
- --------
Benefits were recorded when paid.
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<PAGE>
3. INVESTMENT FUNDS:
-----------------
The cost basis of the Plan's investments was $48,291,576 as of December 31,
1998. The fair market value of individual investments that represent 5% or more
of the Plan's net assets as of December 31, 1998 was as follows:
<TABLE>
<CAPTION>
<S> <C>
CIGNA Guaranteed Long Term Account $20,097,871
CIGNA Stock Market Index Account 16,955,299
JIC Class A Common Stock Account 3,907,680
Fidelity Growth Opportunities Account 6,872,872
</TABLE>
During the period from January 1, 1999 through October 1, 1999, the Plan's
investments in pooled separate accounts (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $2,725,860.
4. FEDERAL INCOME TAXES:
---------------------
The Plan had received a determination letter from the IRS dated December 17,
1994 in which the IRS stated that the Plan, as then designed, was in compliance
with the applicable requirements of the IRC and that the trust established under
the Plan was tax exempt. The Plan has been amended subsequent to receiving this
letter. The Plan sponsor is of the opinion that the Plan, as amended, continued
to comply in form and operation with the applicable requirements of the IRC.
5. RELATED PARTY TRANSACTIONS:
---------------------------
Certain Plan investments were pooled separate accounts and unallocated insurance
contracts managed by Connecticut General. CG Trust Company was the trustee as
defined by the Plan and, therefore, a party-in-interest to the Plan. Certain
Plan investments were maintained in shares of JIC Class A Common Stock.
6. PLAN TERMINATION:
----------------
JIC had the right to terminate the Plan subject to the provision of ERISA. See
Note 1 for discussion of the merger of the Plan.
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<PAGE>
SCHEDULE I
JONES INTERCABLE, INC. ET AL
----------------------------
PROFIT SHARING/RETIREMENT PLAN
------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
--------------------------------------------------
FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 1, 1999
-----------------------------------------------------------
<TABLE>
<CAPTION>
Purchases Sales
------------------------ ------------------------------------------------------
Identity of Party Number of Purchase Number of Selling Cost of
Involved Description of Asset Transactions Price (b) Transactions Price (b) Asset Gain
- -------------------- -------------------- ------------ ---------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
*Connecticut General Employer stock-
Life Insurance Jones Intercable, Inc.
Company: Class A Common Stock
Account 99 $1,334,944 147 $ 4,632,065 $ 3,276,433 $ 1,355,632
Pooled Separate Accounts-
INVESCO Dynamic Account 97 1,591,479 84 2,240,968 2,156,301 84,667
CIGNA Stock Market Index
Account 136 4,891,606 162 18,746,068 16,049,402 2,696,666
Fidelity Growth
Opportunities Account 93 1,345,732 141 7,173,775 6,240,075 933,700
Founders Balanced Account 70 657,855 114 3,112,242 3,098,433 13,809
Fidelity Contrafund Account 93 1,204,772 119 3,873,156 3,656,212 216,944
Janus Worldwide Account 105 1,439,784 120 3,584,891 3,368,540 216,351
</TABLE>
* Represents a party-in-interest to the Plan (Note 5).
(a) Represents transactions or a series of transactions in excess of 5% of the
fair value of Plan assets at the beginning of the period.
(b) Purchase price and selling price are equal to current value on the
transaction date.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Jones Intercable, Inc. et al Profit Sharing/Retirement
Plan
March 24, 2000 /s/ Lawrence J. Salva
-----------------------------------
Lawrence J. Salva
Senior Vice President &
Chief Accounting Officer (Authorized Officer)
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the financial statements of Jones Intercable, Inc. et
al Profit Sharing/Retirement Plan dated March 24, 2000 included in this Form
11-K and in the Form S-8 Registration Statement (No. 33-52813).
/s/ Arthur Andersen LLP
Denver, Colorado,
March 24, 2000.
